Smartsheet Announces Closing of Public Offering of Class A Common Stock and Full Exercise of the Underwriters' Option to Purchase Additional Shares

Smartsheet Inc. (NYSE: SMAR), a leading cloud-based platform for work execution, today announced the closing of its previously announced underwritten public offering of 14,835,000 shares of its Class A common stock, including 1,935,000 shares sold upon the full exercise of the underwriters' option to purchase additional shares, at a price to the public of $43.50 per share. In total, 9,025,000 shares were sold by Smartsheet and 5,810,000 shares were sold by certain selling shareholders. The gross proceeds to Smartsheet from this offering, before deducting underwriting discounts and commissions and estimated offering expenses, was approximately $392.6 million. Smartsheet did not receive any proceeds from the sale of the shares by the selling shareholders.

Morgan Stanley & Co. LLC and J.P. Morgan Securities LLC acted as lead book-running managers for the offering. Jefferies LLC, William Blair & Company, L.L.C., SunTrust Robinson Humphrey, Inc. and Canaccord Genuity LLC acted as joint book-running managers, and Needham & Company, LLC, Oppenheimer & Co. Inc., Stephens Inc. and D.A. Davidson & Co. acted as co-managers.

The public offering was made pursuant to an automatic shelf registration statement on Form S-3 that was filed by Smartsheet with the Securities and Exchange Commission ("SEC") on June 10, 2019 and became automatically effective upon filing. A final prospectus supplement and accompanying prospectus relating to and describing the terms of the offering have been filed with the SEC and are available on the SEC's website at www.sec.gov. Copies of the final prospectus supplement and accompanying prospectus may be obtained from Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014; or from J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or by telephone at 866-803-9204, or by email at [email protected].

This press release shall not constitute an offer to sell or a solicitation of an offer to buy the Class A common stock, nor shall there be any sale of the Class A common stock in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.